<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
[X] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
New Hampshire Thrift Bancshares, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood
1500 K Street, Washington, D.C. 20005
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF THRIFT BANCSHARES, INC. APPEARS HERE]
March 7, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
New Hampshire Thrift Bancshares, Inc. to be held on April 9, 1997, at the Lake
Sunapee Bank Building, 1868 Room, 9 Main Street, Newport, New Hampshire, at
10:00 a.m.
The items of business which will be considered and voted upon this year are
explained in the accompanying Proxy Statement. Even if you are planning to
attend, please complete and return the enclosed Proxy Card. This will
guarantee that your preference will be expressed, and you will still be able
to vote your shares in person if you attend.
If you have any questions about the Proxy Statement or the 1996 Annual
Report, please let us hear from you.
Sincerely,
/s/ John J. Kiernan
John J. Kiernan
Chairman of the Board
<PAGE>
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
THE CARRIAGE HOUSE, POST OFFICE BOX 37
NEW LONDON, NEW HAMPSHIRE 03257
(603) 526-2116
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 9, 1997
Notice is Hereby Given to shareholders of New Hampshire Thrift Bancshares,
Inc. ("NHTB") that the Annual Meeting of such shareholders will be held at
10:00 a.m. on the 9th day of April, 1997, at the Lake Sunapee Bank Building,
1868 Room, 9 Main Street, Newport, New Hampshire for the following purposes:
1. To elect four Class I Directors for terms of three years, each
expiring at the Annual Meeting in 2000;
2. To ratify the appointment of Shatswell, MacLeod & Company, P.C. as
independent auditors for the fiscal year 1997; and
3. To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
NOTE: THE MANAGEMENT IS NOT AWARE OF ANY OTHER MATTERS THAT MAY COME BEFORE
THE MEETING.
The date fixed by the Board of Directors as the record date for determining
shareholders entitled to notice of and to vote at the Annual Meeting is the
close of business on February 14, 1997.
By Order of the Board of Directors,
/s/ Linda L. Oldham
Linda L. Oldham
Secretary
March 7, 1997
New London, New Hampshire
THE BOARD OF DIRECTORS URGES YOU TO SIGN, DATE AND RETURN YOUR PROXY CARD AS
SOON AS POSSIBLE, EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING.
THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE MEETING IF YOU DESIRE,
AND YOU MAY REVOKE YOUR PROXY BY WRITTEN INSTRUMENT AT ANY TIME PRIOR TO THE
VOTE AT THE ANNUAL MEETING. PLEASE INDICATE ON THE PROXY CARD IF YOU WILL BE
ATTENDING THE MEETING.
<PAGE>
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
THE CARRIAGE HOUSE, POST OFFICE BOX 37
NEW LONDON, NEW HAMPSHIRE 03257
(603) 526-2116
----------------
PROXY STATEMENT
----------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of New Hampshire Thrift
Bancshares, Inc. ("NHTB" or the "Company") for use at the Annual Meeting of
the shareholders of the Company to be held on Wednesday, April 9, 1997, for
the purposes set forth in the foregoing Notice of Annual Meeting of
Shareholders.
Any shareholder giving a Proxy may revoke it before it is voted by notifying
the Secretary of the Company in writing before or at the meeting, by executing
and delivering a Proxy with a later date, or by voting in person at the
meeting. All Proxies will be voted as directed by the shareholder on the Proxy
Card, and if no choice is specified, they will be voted FOR the listed
proposals. The Board of Directors knows of no other matters to be voted upon
at the Annual Meeting.
The only outstanding class of stock issued by the Company and entitled to
vote at the Annual Meeting is its Common Stock $0.01 par value. Only
shareholders of record of such Common Stock at the close of business on
February 14, 1997, are entitled to notice of and to vote at the Annual
Meeting. On that date, 2,181,587 shares of Common Stock were issued and
outstanding of record. Holders of record of such common shares on February 14,
1997, are entitled to one vote for each share held on any matter which may
properly come before the meeting.
The By-laws of the Company provide that one-third of the outstanding shares
entitled to vote represented in person or by proxy constitutes a quorum. In
advance of the Annual Meeting of Shareholders the Board of Directors will
appoint one to three Inspectors of Election whose duties include: determining
the number of shares entitled to vote, shares represented at the meeting, the
existence of a quorum and the authenticity, validity and effect of proxies;
receiving votes or ballots; hearing and determining all challenges and
questions arising in connection with the right to vote; counting and
tabulating all votes; determining the results; and conducting the election or
vote with fairness to all shareholders. Each nominee for Director, in order to
be elected, must receive a majority of the votes cast, and a majority of the
votes cast is required for the appointment of independent auditors.
Abstentions in each case will be treated as votes against the nominee or
proposal.
As of February 14, 1997, no person or groups of persons, as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, was known by the
Company to own beneficially more than 5% of the Company's outstanding common
stock.
The cost of solicitation of Proxies by the Board of Directors will be borne
by the Company. The Company has engaged Morrow & Co., Inc. to assist in the
solicitation of Proxies for the meeting. The Company will pay Morrow & Co.,
Inc. $4,000 in fees for its services, and will reimburse it for its out-of-
pocket expenses. In addition to solicitation by mail and by Morrow & Co.,
Inc., Proxies may be solicited by Directors, executive officers and employees
of the Company personally or by telephone or telegram. Proxy materials may be
also distributed by banks, brokers, custodians and other like parties to the
beneficial owners of the Common Stock of the Company, and the Company may
reimburse such institutions for their out-of-pocket expenses incurred in
connection therewith.
The Proxy Statement and the accompanying Proxy are being mailed to
shareholders on or about March 7, 1997. They are accompanied by the Company's
1996 Annual Report to Shareholders.
<PAGE>
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Under the Company's By-laws, for business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely notice
of such business in writing to the Secretary of the Company. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 30 days nor more than
90 days prior to the meeting; provided, however, that in the event that less
than 40 days notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder to be timely must be
so received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed or such
public disclosure was made.
In order for a shareholder proposal to be considered for inclusion in the
Proxy Statement and Proxy, it must be received by the Company not less than
120 calendar days in advance of the date the Company mailed its Proxy
Statement to shareholders in connection with the previous year's annual
meeting. Thus, for shareholder proposals to be considered for inclusion in the
Proxy Statement and Proxy for the 1998 meeting, they must be received no later
than November 7, 1997.
PROPOSAL I--ELECTION OF FOUR DIRECTORS
At this Annual Meeting, four Directors are to be elected for three-year
terms. Seven Directors will continue in office for the remainder of their
original terms. The shares represented by proxies, as solicited by the Board
of Directors, will be voted for the four persons nominated by the Board who
are profiled in this statement. All nominees of the Board have indicated that
they are willing and able to serve as Directors if elected. If any nominee
should become unable or unwilling to serve, which is not now anticipated, the
persons named as proxies will vote in accordance with the best judgment for
such other person or persons as may be nominated by the Board of Directors.
The Board of Directors of the Company is divided into three classes having
overlapping terms, designated as Classes I, II and III, respectively. Each
Class consists of approximately one-third ( 1/3) of the number constituting
the entire Board. The Company's Certificate of Incorporation calls for the
Classes to have staggered three-year terms so that the term of only one Class
of Directors expires in a given year. The Class I Directors whose current
terms will expire at the Annual Meeting are Ralph B. Fifield, Jr., John A.
Kelley, Jr., Jack H. Nelson and Priscilla W. Ohler. The Board has nominated
Messrs. Fifield, Kelley, Nelson and Ms. Ohler to be elected for three-year
terms.
The Certificate of Incorporation provides that the number of Directors of
the Company shall be not less than seven (7) nor more than fifteen (15), with
the exact number within these limitations to be as stated in the Company's By-
laws. The By-laws currently establish the number of Directors at eleven.
All of the Directors of the Company also serve and are compensated as
Directors of the Company's principal subsidiary, Lake Sunapee Bank, fsb
("LSB"). The Chairman of the Board of Directors receives an annual retainer of
$16,000. Each other Director of LSB, who is not an employee thereof, receives
an annual retainer of $11,000 plus an additional $100 for each committee
meeting attended.
The Board of Directors of the Company held 16 meetings in fiscal 1996. Each
Director attended more than 75% of the meetings of the Board of Directors and
each Director attended more than 75% of the meetings of the Committees on
which he/she served, unless such absences were otherwise excused by the Board
of Directors.
The Executive Committee of NHTB held six meetings in 1996. Members of the
Executive Committee are Directors Ensign, Kelley, Kiernan, Theroux and Weed.
The Executive Committee, when the Board of Directors is not in session,
exercises all of the authority of the Board.
2
<PAGE>
Other than the Executive Committee, the Company does not have separate
standing committees of the Board of Directors, but rather utilizes the
committees of LSB as described below.
The Audit Committee of LSB held three meetings in fiscal 1996. The Audit
Committee members are Directors Fifield, Kiernan, Morrow, Ohler and Smith. The
function of the Audit Committee is to review reports by LSB's internal auditor
and independent public accountants, and to make recommendations to management,
based upon its review of these reports, for improved or changed operating
procedures that it considers desirable or necessary. Minutes of the meetings
of the Audit Committee are reported to the Board of Directors of LSB and the
Company.
The Retirement Committee of LSB held one meeting in 1996. The Retirement
Committee consists of Directors Ensign, Kelley, Kiernan, Theroux and Weed. The
Committee administers the Qualified Defined Benefit Plan and the Profit
Sharing--Stock Ownership Plan adopted by LSB. The Compensation Committee of
LSB held one meeting in 1996. It is composed of Directors Johannessen, Kelley,
Kiernan and Weed. The Compensation Committee establishes the remuneration
arrangements for employees and Directors of LSB and administers the Company's
Stock Option Plans.
The full Board of Directors acts as a Nominating Committee for the Company.
Nominations, other than those made by or at the direction of the Board of
Directors of the Company, must be made pursuant to timely notice in writing to
the Secretary of the Company. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Company, not less than 30 nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 40 days notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely, must be so received not later than the
close of business on the 10th day following the day on which such notice of
the date of the meeting is mailed or such public disclosure was made.
GENERAL INFORMATION ABOUT NOMINEES, CONTINUING DIRECTORS AND EXECUTIVE
OFFICERS
Set forth below is certain biographical information with respect to the
nominees, the continuing Directors and Executive Officers. Each of these
persons has been engaged in the principal occupation or employment specified
for the past five years unless otherwise noted.
CLASS I DIRECTORS--TERMS TO EXPIRE IN 1997
Ralph B. Fifield Jr., age 72, retired in 1995 from his position as Executive
Vice President of LSB. From April 1987 to August 1990, Mr. Fifield was
employed as a regional president of BankEast Corporation, Hanover, New
Hampshire. Prior to that, he was a Senior Vice President at the First National
Bank of Boston where he retired after 37 years of service.
John A. Kelley, Jr., age 67, is a retired building contractor from Warner,
New Hampshire, and is the owner of a commercial laundromat located in Warner,
New Hampshire. He has served as a Director of LSB since 1975, and NHTB since
1989.
Jack H. Nelson, age 52, a resident of Hanover, New Hampshire, is the
Chairman of the Board of Directors of North East Environmental Products Inc.,
a manufacturer and distributor of water treatment equipment. Additionally, Mr.
Nelson is President of the Hanover Water Company and serves as a Selectman for
the town of Hanover.
Priscilla W. Ohler, age 72, has resided in New London, New Hampshire for
over 40 years. She is a volunteer in various state and community activities.
Mrs. Ohler has served as a Director of LSB since 1981, and NHTB since 1989.
3
<PAGE>
CLASS II DIRECTORS--TERMS TO EXPIRE IN 1998
John J. Kiernan, age 70, has been associated with LSB since 1960. He has
served as a Director of the Bank since 1968 and was elected Chairman of the
Board in 1984. He has served as a Director and Chairman of the Board of NHTB
since 1989. Prior to his retirement on December 31, 1991, he served as Chief
Executive Officer of LSB and President and Chief Executive Officer of NHTB.
Mr. Kiernan is the father-in-law of Stephen R. Theroux.
Stephen R. Theroux, age 47, was elected Executive Vice President and Chief
Financial Officer of LSB effective May, 1987. He has served as a Director of
LSB since 1986. Mr. Theroux is Executive Vice President, Chief Financial
Officer, and Director of NHTB having served in such capacities since 1989. Mr.
Theroux is the son-in-law of John J. Kiernan.
Perry R. Smith, Jr., age 75, is the former owner of Lake Sunapee Realty
Company in Sunapee, New Hampshire. He was formerly a Vice President of
Community Savings Bank, Rochester, New York. Mr. Smith has served as a
Director of LSB since 1980, and NHTB since 1989.
CLASS III DIRECTORS--TERMS TO EXPIRE IN 1999
Leonard R. Cashman, age 54, a resident of Etna, New Hampshire, is an owner
and a partner of C.O.H. Properties, and owner, President and a Director of
C.O.H. Enterprises, Inc., and a partner in Etna Real Estate Associates. He is
also involved in the marketing of specialized group medical insurance
products. He was formerly Vice President and General Manager of P&C Foods,
Inc.
Stephen W. Ensign, age 49, has been associated with LSB since 1971 and
served as Senior Vice President, Senior Loan Officer and Executive Vice
President prior to his election as President, Chief Operating Officer and
Director, effective May 1987. On January 1, 1992 he was elected Chief
Executive Officer of LSB. Mr. Ensign is a Director of NHTB, having served in
such capacity since 1989. Formerly its Executive Vice President, he was
elected President and Chief Executive Officer of the Company effective January
1, 1992.
Dennis A. Morrow, age 60, is Sales Manager of Cote and Reney Lumber Company
in Grantham, New Hampshire, and has been associated with this firm for 19
years. He has served as a Director of LSB since 1984 and NHTB since 1989.
Kenneth D. Weed, age 70, is a partner of L.E. Weed & Sons, a cement
manufacturer located in Newport, New Hampshire. He has served as a Director of
LSB since 1973, and NHTB since 1989.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
FOR DIRECTORS.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Since the formation of the Company in April 1989, none of its Executive
Officers and Directors have received any compensation from the Company. The
Directors and Executive Officers have received all of their remuneration from
LSB.
The following table provides certain summary information concerning
compensation paid or accrued by LSB to or on behalf of the Company's Chief
Executive Officer and Chief Financial Officer for the last three fiscal years
ended December 31, 1996. During that time, no other Executive Officer received
compensation in excess of $100,000.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ------------------ -------
RESTRICTED
OTHER ANNUAL STOCK LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) $(1) ($) (#) ($)(2) ($)(3)
- --------------------------- ---- -------- ------- ------------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen W. Ensign, CEO.. 1996 $135,000 $ 10,618 -- -- 6,500 -- --
1995 $125,000 $ 6,250 -- -- 8,855 -- $14,556
1994 $125,000 -- -- -- -- -- $31,069
Stephen R. Theroux, 1996 $ 95,000 $ 7,472 -- -- 4,600 -- --
CFO.................... 1995 $ 95,000 $ 4,750 -- -- -- -- --
1994 $ 95,000 $ 3,200 -- -- -- -- --
</TABLE>
- --------
(1) LSB furnishes automobiles for Messrs. Ensign and Theroux and pays certain
club dues to promote and facilitate the business of LSB. Messrs. Ensign
and Theroux are responsible for any personal use of the automobile. LSB
has determined, in each case, that the value of such "perquisites" and
personal benefits does not exceed the lesser of $50,000 or 10% of the
executive officer's combined salary and bonus.
(2) Neither the Company nor LSB have a Long-Term Incentive Plan.
(3) Includes amount paid in return for the cancellation of stock options. In
addition, LSB makes an annual contribution to its Qualified Defined
Benefit Plan on behalf of Messrs. Ensign and Theroux and all other
eligible employees. The Plan Administrator, National Life Insurance
Company of Vermont, is not able to determine the contribution made by LSB
attributable to Messrs. Ensign and Theroux or any other employee
individually. See discussion under "Retirement Plan."
EMPLOYMENT CONTRACTS AND TERMINATION
OF EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Stephen W. Ensign
as Chief Executive Officer. The employment agreement is for a period of five
years and extends automatically for one additional year on each anniversary
date unless either LSB or Mr. Ensign gives contrary written notice in advance.
For 1997, the Board has set Mr. Ensign's salary at $150,000. The employment
agreement provides for participation in discretionary bonuses, retirement and
employment benefit plans and other fringe benefits available to LSB's
executive employees.
The Board of Directors may terminate the employment agreement of Mr. Ensign
at any time with or without cause. However, termination without cause would
subject LSB to liability for an amount equal to the salary for the remaining
term of the agreement without an offset for compensation received from any new
employment. Under the terms of the agreement, in the event of a change in
control of NHTB or LSB resulting in termination of the agreements, LSB would
be liable for an amount equal to five times Mr. Ensign's average salary in the
previous five years. Change in control for purposes of the agreement occurs
when any person becomes the beneficial owner of 25% or more of the voting
shares of LSB's outstanding securities or, if as a result of or in connection
with any cash tender or exchange offer, merger or other business combination,
sale of assets or contested election, a majority of the Board of Directors is
not constituted by individuals who were directors before such transaction.
5
<PAGE>
LSB has also entered into an employment agreement with Stephen R. Theroux,
Executive Vice President and Chief Financial Officer of the Company and
Executive Vice President and Chief Financial Officer of LSB. In the event of a
change in control of NHTB or LSB resulting in termination of the agreement,
LSB would be liable for an amount equal to five times Mr. Theroux's average
salary in the previous five years. Change in control has the same meaning in
Mr. Theroux's employment agreement as it does in Mr. Ensign's employment
agreement. If a change of control occurred, the severance amount payable to
Mr. Theroux exceeds $100,000. Mr. Theroux's annual base salary for fiscal 1997
has been set at $110,000.
STOCK OPTION PLANS
NHTB currently has two incentive stock option plans (the "1986 Plan" and the
"1987 Plan") which are intended to provide for the granting of "incentive
stock options" under Section 422 of the Internal Revenue Code (the "Code").
All salaried employees are eligible to be granted options under the 1986 and
1987 Plans. NHTB also has a stock option plan (the "1996 Plan") which provides
for the grant of incentive stock options and non-qualified stock options. All
salaried employees and directors are eligible to be granted options under the
1996 Plan.
As of March 1, 1997, options to purchase 25,170 shares have been granted and
remain available for exercise under the 1986 Plan and options to purchase
65,457 shares have been granted and remain available for exercise under the
1987 Plan. Under the 1996 Plan, options to purchase 48,000 shares have been
granted and remain available for exercise, while options for 120,950 shares
are available for future grant.
The Plans are administered by the Compensation Committee of the Board of
LSB. As to incentive stock options, the Committee recommends the employees to
whom options are to be granted and the number of shares to be granted, based
upon the employee's length of service, compensation level and his or her
responsibilities, duties and functions.
No option is exercisable after the expiration of 10 years from the date it
was granted. During the optionee's lifetime, only the optionee can exercise
the option. The optionee cannot transfer or assign any option other than by
will or in accordance with the laws of descent and distribution. As to
incentive stock options the aggregate fair market value of the stock for which
any employee may be granted options in any calendar year generally may not
exceed $100,000 plus any "unused limit carryover" to such year, as defined in
Section 422A(c) of the Code. In addition, no grant may be made to any employee
owning more than 10% of the shares of NHTB unless the exercise price is at
least 110% of the share's fair market value and such option is not exercisable
more than five years following the option grant.
NHTB will receive no monetary consideration for the granting of incentive
stock options. Upon the exercise of options, NHTB receives payment from
optionees in exchange for shares issued. During the last fiscal year, the
Company did not adjust or amend the exercise price of stock options previously
awarded.
The following table provides information with respect to the Named Executive
Officers, concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the last fiscal year.
6
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FY-END(#) FY-END($)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(3)
---- -------------- ----------- ------------- ----------------
<S> <C> <C> <C> <C>
Stephen W. Ensign(1).... N/A N/A 26,022 $103,017
Stephen R. Theroux(2)... 3,000 $6,858 16,632 $ 63,076
</TABLE>
- --------
(1) All of Mr. Ensign's unexercised options are exercisable. The number of
unexercised options consists of 8,855 under the 1986 Plan and 17,167 under
the 1987 Plan.
(2) All of Mr. Theroux's unexercised options are exercisable. The number of
unexercised options consists of 6,725 under the 1986 Plan and 9,907 under
the 1987 Plan.
(3) Based upon a market price of $12.625 per share at December 31, 1996, minus
the exercise price.
The following information sets forth certain information concerning options
granted to Messrs. Ensign and Theroux during 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
-------------------------------------------- ------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE OR
OPTIONS GRANTED TO BASE PRICE EXPIRATION
NAME GRANTED EMPLOYEES ($/SHARE) DATE 5%($) 10%($)
---- ---------- ---------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Stephen W. Ensign....... 6,500 13.0% $10.125 1/2/06 $67,828 $147,063
Stephen R. Theroux...... 4,600 9.2% $10.125 1/2/06 $48,001 $104,075
</TABLE>
The assumed annual rates of appreciation of five and ten percent would
result in the price of the Company's stock increasing to $20.56 and $32.75,
respectively, at the end of the option term.
RETIREMENT PLAN
LSB provides eligible employees with a Qualified Defined Benefit Plan
designed to meet the requirements of the Employee Retirement Income Security
Act ("ERISA"). Eligible employees must be at least 21 years of age and must
have been employed by LSB for at least one year. Eligible employees are 100%
vested after six years participation. Directors of LSB are not eligible to
participate in the Retirement Plan. The National Life Insurance Company of
Vermont, Montpelier, Vermont, provides administrative services for the
Retirement Plan. During 1996, all eligible employees of LSB and its
subsidiaries participated in the Retirement Plan. After attainment of normal
retirement age (i.e., age 65), a vested participant is entitled to receive
normal retirement benefits based upon years of service, level of compensation
and Social Security payments. Benefits to participants with less than 22 years
of service will be reduced by 1/22 for each year of service less than 22. At
December 31, 1996, Mr. Ensign had 25.4 years of service and Mr. Theroux had 9
years credited under the Retirement Plan. The Retirement Plan is funded
entirely by contributions from LSB. Contributions are determined based upon an
annual census of LSB's eligible employees and their salaries at December 31 of
each year. National Life Insurance Company of Vermont is not able to determine
the contribution made by LSB attributable to Mr. Ensign or any other employee
individually.
7
<PAGE>
The following table illustrates annual pension benefits for retirement at
age 65 under the most advantageous Plan provisions available for various
levels of compensation and years of service. Benefits are computed based on an
average of an employee's highest three years salary out of the last ten years
of employment. There is no Social Security or other offset amount. The figures
in this table are based upon the assumption that the Plan continues in its
present form and certain other assumptions regarding employee participation,
compensation trends and investment performance, i.e., that employee
participation continues at present levels, that compensation trends do not
change significantly and that the 7.5% figure which has been actuarially
calculated for investment performance purposes remains viable.
ESTIMATED ANNUAL BENEFITS PAYABLE FOR LIFE
<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE AT RETIREMENT (AGE 65)
ANNUAL --------------------------------------------------------------------------------
PAY 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 50,000 $ 7,324 $10,987 $14,650 $18,311 $21,974
70,000 10,690 16,037 21,384 26,727 32,074
90,000 14,057 21,087 28,177 35,144 42,174
110,000 17,423 26,137 34,851 43,560 52,274
130,000 20,789 31,187 41,585 51,976 62,374
150,000 24,156 36,237 48,318 60,393 72,474
</TABLE>
PROFIT SHARING--STOCK OWNERSHIP PLAN
LSB has adopted a Profit Sharing-Stock Ownership Plan to reward eligible
employees for long and loyal service by providing them with retirement
benefits. The Plan is a qualified defined contribution plan designed to meet
the requirements of ERISA and to conform to Section 401(k) of the Internal
Revenue Code. All employees of LSB and its subsidiaries who have attained age
21 and have completed one year of service are eligible to participate in the
Plan. Participation is not required. Eligible employees electing to
participate may contribute between 2% and 15% of salary (up to a maximum of
$9,500) to the Plan. Participants will not be subject to federal income
taxation on such contributions which constitute salary reductions at the time
such contributions are made. LSB may elect, but it is not required, to make
discretionary and/or matching contributions to the Plan.
For fiscal year 1996, LSB made an 8.45% matching or discretionary
contribution to the Plan. Amounts contributed to the Plan are determined by
the Board of Directors based upon the profitability of LSB each year. When
made, discretionary and matching contributions to the Plan will be invested
primarily in company stock. Benefits under the Profit Sharing-Stock Ownership
Plan will be payable upon retirement, death or other separation from service.
The assets of the Profit Sharing-Stock Ownership Plan are held pursuant to
an Investment Management Agreement with Charter Trust Company as Agent. The
assets are invested as directed by participating employees and LSB.
A participant's retirement benefit will depend on the amount of the
contributions to the Plan together with the gains or losses on the
investments.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
LSB maintains a policy that loans to Directors, Executive Officers and
principal shareholders must be made on substantially the same terms as those
prevailing for loans to unrelated parties, and must not involve more than the
normal risk of repayment or present other unfavorable features. In addition,
Board of Director approval (with the interested person abstaining) of
aggregate loans to such persons in excess of the higher of $25,000 or
8
<PAGE>
5% of unimpaired capital and surplus, and in any event if more than $500,000
is required. A limit has also been imposed on aggregate loans to a Director,
Executive Officer and principal shareholder of the higher of 2.5% of a bank's
capital and unimpaired surplus or $25,000, but in no event more than $100,000
(excluding certain home and education loans).
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the ownership of Common Stock beneficially
held by the Directors of the Company, and Executive Officers of the Company as
a group as of February 25, 1997. To the best of the Company's knowledge, each
beneficial owner listed has sole investment and voting power with respect to
the shares indicated unless otherwise noted.
<TABLE>
<CAPTION>
NUMBER OF SHARES AND
DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS NATURE OF BENEFICIAL OWNERSHIP PERCENTAGE OF TOTAL SHARES
- ------------------------------------------- ------------------------------ --------------------------
<S> <C> <C>
Leonard R. Cashman...... 7,426(1) .34%
Stephen W. Ensign....... 51,216(2) 2.35
Ralph B. Fifield, Jr.... 12,988(3) .60
John A. Kelley, Jr...... 14,040(4) .64
John J. Kiernan......... 31,295(5) 1.43
Dennis A. Morrow........ 19,398(6) .89
Jack H. Nelson.......... 13,658 .63
Priscilla W. Ohler...... 14,768(7) .68
Perry R. Smith, Jr...... 9,216(8) .42
Stephen R. Theroux...... 24,133(9) 1.10
Kenneth D. Weed......... 20,956(10) .96
Total owned by Direc-
tors, Nominees and Ex-
ecutive Officers as a
group (11 persons)..... 219,094 10.04%
</TABLE>
- --------
(1) Includes 3,160 shares held jointly by Mr. Cashman and his wife with
shared voting and investment power.
(2) Includes 21,456 shares held jointly by Mr. Ensign and his wife with
shared voting and investment power, 200 shares held by Mr. Ensign as
custodian for his minor child under the Uniform Gift to Minors Act for
which he has sole voting and investment power, and 26,022 shares subject
to outstanding options which are exercisable within 60 days from February
25, 1997.
(3) Includes 6,000 shares subject to outstanding options which are
exercisable within 60 days from February 25, 1997.
(4) Includes 8,040 shares held jointly by Mr. Kelley and his wife with shared
voting and investment power, with 6,000 shares subject to outstanding
options which are exercisable within 60 days from February 25, 1997.
(5) Includes 21,380 shares held jointly by Mr. Kiernan and his wife with
shared voting and investment power, with 2,000 shares held in a spousal
IRA for which his wife has sole voting and investment power and to which
Mr. Kiernan disclaims beneficial ownership, and 6,000 outstanding options
which are exercisable within 60 days from February 25, 1997.
(6) Includes 8,700 shares held jointly by Mr. Morrow and his wife with shared
voting and investment power, and 6,000 outstanding options which are
exercisable within 60 days from February 25, 1997.
(7) Includes 6,000 shares subject to outstanding options which are
exercisable within 60 days from February 25, 1997.
(8) Includes 3,216 shares held jointly by Mr. Smith and his wife with shared
voting and investment power, and 6,000 shares subject to outstanding
options which are exercisable within 60 days from February 25, 1997.
9
<PAGE>
(9) Includes 5,216 shares held jointly by Mr. Theroux and his wife with
shared voting and investment power, and 16,632 shares which are subject
to outstanding options which are exercisable within 60 days from February
25, 1997.
(10) Includes 7,478 shares held in trust by Mr. Weed's wife, and 6,000 shares
subject to outstanding options which are exercisable within 60 days from
February 25, 1997.
COMPLIANCE WITH EXCHANGE ACT FILING REQUIREMENTS
Section 16 of the Securities and Exchange Act of 1934 requires the Company's
Executive Officers and Directors, and any person owning more than ten percent
(10%) of a class of the Company's stock, to file certain reports of ownership
and changes in ownership with the Securities and Exchange Commission (SEC).
Based solely upon a review of the reports filed with the SEC and furnished to
the Company, as well as letters furnished to the Company by various reporting
persons, the Company believes it has complied fully with Section 16.
PROPOSAL II--RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Shatswell, MacLeod & Company, P.C. to
serve as independent auditors for fiscal year 1997, subject to ratification by
the shareholders.
One or more representatives of Shatswell, MacLeod & Company, P.C. are
expected to be present at the Annual Meeting of Shareholders and will have the
opportunity to make a statement if they desire to do so, and such
representatives are expected to be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF SHATSWELL, MACLEOD & COMPANY, P.C. AS
INDEPENDENT AUDITORS.
A majority of the votes cast is required for ratification. If the
shareholders fail to ratify the appointment, such action will be considered as
a direction to the Board of Directors to select another independent auditing
firm.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1996 accompanies this Proxy Statement. Additional copies of
the Company's Annual Report to Shareholders may be obtained by written request
to the Secretary of the Company.
10
<PAGE>
REVOCABLE PROXY
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
UNDERSIGNED Shareholder(s) of NEW HAMPSHIRE THRIFT BANCSHARES, INC. (the
"Company"), The Carriage House, P.O. Box 37, New London, New Hampshire, hereby
appoint(s) Stephen W. Ensign and John J. Kiernan as their designees and each
of them, with full powers of substitution, proxies of the undersigned to cast
all votes which the undersigned would be entitled to vote at the Annual
Meeting of the Shareholders of the Company to be held at 10:00 a.m. on April
9, 1997, in the 1868 Room of the Lake Sunapee Bank Building, 9 Main Street,
Newport, New Hampshire, and all adjournments thereof, with all powers the
undersigned would possess if personally present, and particularly (without
limiting the generality of the foregoing) to vote and act.
The Proxy holders intend to vote FOR the Directors and proposals listed
herein unless marked to the contrary. If any other business should come before
the meeting, the above Proxy will be voted in accordance with the best
judgment of the Proxy holder. The Proxy will be used only at the above Annual
Meeting or any adjournment(s) thereof.
NOTE: THE COMPANY KNOWS OF NO OTHER BUSINESS TO COME BEFORE THE MEETING.
FOLD AND DETACH HERE
<PAGE>
- -------------------------------------------------------------------------------
Please mark your
votes as indicated [X]
in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL MATTERS TO BE VOTED ON.
1. Election of Directors: NOMINEES: Ralph B. Fifield, Jr., John A. Kelley,
Jr., Jack H. Nelson and Priscilla W. Ohler.
FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed to the right
[_] [_]
2. Proposal to ratify the appointment of Shatswell, MacLeod & Co., P.C. as
certified independent public accountants for fiscal year 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. If any business should come before the meeting or adjournment(s) thereof, the
above Proxy will be voted in accordance with the best judgment of the Proxy
holder.
(INSTRUCTION: To withhold authority to vote for any individual nominees, write
the nominees' name(s) on the line below.)
- --------------------------------------------------------------------------------
WILL ATTEND
MEETING
[_]
Undersigned hereby acknowledges receipt of the Notice of Shareholders and ac-
companying Proxy Statement dated March 7, 1997 prior to signing this Proxy.
Please sign, date and return today in the envelope provided. If a corporation,
please sign full name by President or other authorized officer, giving title.
If a partnership, sign in partnership name by authorized person. Please sign
exactly as shown on left. Only one signature needed for shares held in joint
ownership.
- -------------------------------------------------------------------------------
Signature
- -------------------------------------------------------------------------------
Signature
- -------------------------------------------------------------------------------
Date
NOTE: PLEASE SIGN AS NAME APPEARS HEREON, WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
FOLD AND DETACH HERE
